Attached files
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| EX-3.1 - CERTIFICTAE OF AMENDMENT TO THE RESTATED COI - BCB BANCORP INC | ex3_33117.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 31, 2017
BCB BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
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New Jersey
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0-50275
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26-0065262
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(State or Other Jurisdiction
of Incorporation)
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(Commission File No.)
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(I.R.S. Employer
Identification No.)
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104-110 Avenue C, Bayonne, New Jersey
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07002
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (201) 823-0700
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02
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Unregistered Sales of Equity Securities
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On March 31, 2017, BCB Bancorp, Inc. (the "Company") closed a private placement of Series D Noncumulative Perpetual Preferred Stock, resulting in gross proceeds of $5,280,000 for 528 shares. The sale represents 57.64% of the total issued and outstanding Noncumulative Perpetual Preferred Stock, which includes Series C Noncumulative Perpetual Preferred Stock. The purchase price was $10,000 per share. The Company relied on the exemption from registration with the Securities and Exchange Commission (“SEC”) provided under SEC Rule 506 of Regulation D.
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Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On March 31, 2017, the Company amended its Restated Certificate of Incorporation to revise Article V to amend certain terms related to the Series C 6% Noncumulative Perpetual Preferred Stock and to create a new Series D 4.5% Noncumulative Perpetual Preferred Stock, which sets forth the number of shares to be included in such new series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. Such amendment to the Restated Certificate of Incorporation was approved by the Board of Directors of the Company on January 18, 2017. The Certificate of Amendment is attached hereto as Exhibit 3.1.
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Item 9.01.
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Financial Statements and Exhibits
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(d)
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Exhibits.
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The following Exhibit is attached as part of this report.
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Exhibit Number
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Description
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3.1
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Certificate of Amendment to the Restated Certificate of Incorporation
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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BCB BANCORP, INC.
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DATE: March 31, 2017
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By:
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/s/ Thomas P. Keating |
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Thomas P. Keating
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Senior Vice President and Chief Financial Officer
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EXHIBIT INDEX
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Exhibit Number
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Description
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3.1
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Certificate of Amendment to the Restated Certificate of Incorporation
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